FIRST AMENDMENT TO
CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") dated as of
April 3, 1997 by and among EASY GARDENER ACQUISITION CORP., a Delaware
corporation, (the "Borrower") U.S. HOME & GARDEN INC., a Delaware corporation,
("Guarantor"), THE PROVIDENT BANK, an Ohio banking corporation ("Agent") and
LASALLE NATIONAL BANK, ANTARES LEVERAGED CAPITAL CORP. and THE PROVIDENT BANK
("Lenders").
PRELIMINARY STATEMENT
WHEREAS, Borrower, Agent and Lenders have entered into a Credit Agreement
dated as of August 9, 1996, (the "Credit Agreement"); and
WHEREAS, Borrower has requested Agent and Lenders to provide additional
revolving credit loans to provide Borrower additional working capital to fund
its operations; and
WHEREAS, Borrower, Agent and Lenders now wish to amend the Credit Agreement
in accordance with the terms and provisions hereof;
NOW, THEREFORE, the parties hereto agree to supplement and amend the Credit
Agreement upon such terms and conditions as follows:
1. Capitalized Terms. All capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement unless the context hereof
requires otherwise. Any definitions as capitalized terms set forth herein shall
be deemed incorporated into the Credit Agreement as amended by this First
Amendment.
2. Definitions; Exhibits; and Schedules; (a) The following definitions
contained in Section 1.2 of the Credit Agreement are hereby amended in their
entirety to read as follows:
"Credit Commitment" means, in the context of more than one Lender
hereunder, the maximum amount to be loaned by such Lender to Borrower as
set forth on Schedule 1 hereto or as such Credit Commitment may be amended
from time to time or as such is adjusted from time to time amended pursuant
to Section hereof.
"Revolving Credit Commitment" means Thirteen Million and 00/100
Dollars ($13,000,000.00) during the months of January and June through
December and Sixteen Million and 00/100 Dollars ($16,000,000.00) during the
months of February, March, April and May of each year.
(b) Exhibit C of the Credit Agreement is hereby amended in its entirety by
Exhibit C attached to this First Amendment.
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3. Reaffirmation of Covenants, Warranties and Representations. Borrower
hereby agrees and covenants that all representations and warranties in the
Credit Agreement, including without limitation all of those warranties and
representations set forth in Article 4 are true and accurate as of the date
hereof. Borrower further reaffirms all covenants in the Credit Agreement, and
reaffirm each of the affirmative covenants set forth in Article 5 and negative
covenants set forth in Article 6 thereof, as if fully set forth herein, except
to the extent modified by this First Amendment.
4. Conditions Precedent to Closing of First Amendment. On or prior to the
closing of the First Amendment (hereinafter the "First Amendment Closing Date"),
each of the following conditions precedent shall have been satisfied:
(a) Proof of Corporate Authority. Agent shall have received from
Borrower copies, certified by a duly authorized officer to be true and
complete on and as of the First Amendment Closing Date, of records of all
action taken by Borrower to authorize (i) the execution and delivery of
this First Amendment and all other certificates, documents and instruments
to which it is or is to become a party as contemplated or required by this
First Amendment, and (ii) its performance of all of its obligations under
each of such documents. Agent shall have received from the Delaware
Secretary of State a Certificate of Good Standing of recent date certifying
the existence and good standing of Borrower and Guarantor under the laws of
the State of Delaware and a good standing for Borrower in each state where
Borrower is required to qualify to conduct business.
(b) Documents. Each of the documents to be executed and delivered at
the First Amendment Closing and all other certificates, documents and
instruments to be executed in connection herewith shall have been duly and
properly authorized, executed and delivered by Borrower and shall be in
full force and effect on and as of the First Amendment Closing Date.
(c) Legality of Transactions. No change in applicable law shall have
occurred as a consequence of which it shall have become and continue to be
unlawful (i) for Agent and each Lender to perform any of its agreements or
obligations under any of the Loan Documents, or (ii) for Borrower to
perform any of its agreements or obligations under any of the Loan
Documents.
(d) Performance, Etc. Except as set forth herein, Borrower shall have
duly and properly performed, complied with and observed each of its
covenants, agreements and obligations contained in each of the Loan
Documents. Except as set forth herein, no event shall have occurred on or
prior to the First Amendment Closing Date, and no condition shall exist on
the First Amendment Closing Date, which constitutes a Default or an Event
of Default.
(e) Proceedings and Documents. All corporate, governmental and other
proceedings in connection with the transactions contemplated on the First
Amendment
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Closing Date, including execution and delivery of amended and restated
Revolving Credit Notes to each Lender in the amounts of their respective
Credit Commitments, each of the other Loan Documents and all instruments
and documents incidental thereto shall be in form and substance reasonably
satisfactory to Agent.
(f) Changes; None Adverse. Since the date of the most recent balance
sheets of Borrower delivered to Provident, no changes shall have occurred
in the assets, liabilities, financial condition, business, operations or
prospects of Borrower which, individually or in the aggregate, are material
to Borrower, and Provident shall have completed such review of the status
of all current and pending legal issues as Agent shall deem necessary or
appropriate.
(g) Closing Fees. Agent shall have receive, for the benefit of Lenders
in accordance with their Participation Percentages, their portion of the
closing fee of $60,000 with respect to the amendment to the Revolving
Credit Commitment.
5. Miscellaneous. (a) Borrower shall reimburse Agent for all fees and
disbursements of legal counsel to Agent which shall have been incurred by Agent
in connection with the preparation, negotiation, review, execution and delivery
of this First Amendment and the handling of any other matters incidental hereto.
(b) All of the terms, conditions and provisions of the Agreement not herein
modified shall remain in full force and effect. In the event a term, condition
or provision of the Agreement conflicts with a term, condition or provision of
this First Amendment, the latter shall govern.
(c) This First Amendment shall be governed by and shall be construed and
interpreted in accordance with the laws of the State of Ohio.
(d) This First Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.
(e) This First Amendment may be executed in several counterparts, each of
which shall constitute an original, but all which together shall constitute one
and the same agreement.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, this First Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and in the year
first above written.
SIGNED IN THE PRESENCE OF: EASY GARDENER ACQUISITION CORP.,
Borrower
/s/ By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ------------------------------
/s/ Xxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx
------------------------------ Title: Corporate Secretary
U.S. HOME & GARDEN INC., Guarantor
/s/ By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ------------------------------
/s/ Xxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxx
------------------------------ Title: C.O.O.
THE PROVIDENT BANK, Agent
/s/ Xxx X. Herald By: /s/ Xxxx Xxxxx
------------------------------ ------------------------------
/s/ Xxxxxx XxXxxx Name: Xxxx Xxxxx
------------------------------ Title: Vice President
THE PROVIDENT BANK, Lender
/s/ Xxx X. Herald By: /s/ Xxxx Xxxxx
------------------------------ ------------------------------
/s/ Xxxxxx XxXxxx Name: Xxxx Xxxxx
------------------------------ Title: Vice President
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LASALLE NATIONAL BANK, Lender
/s/ Xxxxx [Xxxxxxx] By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Commerical Lending Officer
ANTARES LEVERAGED CAPITAL
CORP., Lender
/s/ Xxxxxxxxx [Xxxx] By: /s/ Xxxx X. Xxxxxx
------------------------------ --------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
/s/
------------------------------
SCHEDULE 1
Lender Credit Commitment
------ -----------------
The Provident Bank Revolving Credit Commitment:
Percentage: 37.254902% $5,960,784.32
Term Loan I Commitment:
$8,568,627.46
Term Loan II Commitment:
$838,235.30
LaSalle National Bank Revolving Credit Commitment:
Percentage: 29.411765% $4,705,882.36
Term Loan I Commitment:
$6,764,705.95
Term Loan II Commitment:
$661,764.71
Antares Leveraged Capital Corp. Revolving Credit Commitment:
Percentage: 33.333333% $5,333,333.32
Term Loan I Commitment:
$7,666,666.59
Term Loan II Commitment:
$749,999.99
